Terms of Service

The AdRev website (hereinafter “Website”) is owned and operated by AdRev, a division of AudioMicro, Inc. ("AdRev",
“we”, or “us”). IMPORTANT! PLEASE READ THESE TERMS OF SERVICE CAREFULLY BEFORE USING THE WEBSITE.

1. Definitions

“Content” shall refer to the contents of the Website, including without limitation the text, graphics,
images, audio, and video, as well as any service descriptions, pricing, and service reviews.

“Services” shall refer to the services provided by AdRev through, or as described on, the Website.

“You” and “Your” shall refer to users of AdRev’s Website or Services, and anyone who registers and
creates an account on the Website.

"Territory" shall refer to the world.

2. Acceptance of the Terms of Service

By visiting the Website or using the Services or Application, You accept and agree to these Terms of Service and
the Privacy Policy (available at cid.adrev.net/privacy-policy), which is
incorporated by reference into these Terms of Service. These Terms of Service constitute a legal agreement
between You and AdRev and spell out the terms and conditions to which You must adhere. If You do not agree to
any of these terms, then do not use the Website or Services.

3. Use of Website, Content, Services, and Application

The Website and Content are owned by AdRev and constitute proprietary information and property and are protected
by United States copyright and/or trademark law, as well as applicable foreign laws.

AdRev hereby grants You permission to use the Content, provided that (i) your use is solely for your personal,
noncommercial use (other than purchasing or providing the services featured on the Website); (ii) You do not
modify or sell the Content; and (iii) You do not reproduce, display, publicly perform, distribute, or otherwise
use the Content for any public or commercial purpose, including the use of the Content on any other website. To
the extent the Website provides features both allowing and encouraging You to distribute the content by email,
social media, or another method, You may distribute the Content using such features. If You violate any of these
terms, your permission to use the Content automatically terminates.

4. Services

This Agreement and any rights conveyed by You to AdRev under this Agreement are limited solely to the use of
User Submitted Content on YouTube and solely to content on YouTube that was not uploaded by You or someone on
Your behalf. To the extent AdRev expands its Services to services and websites other than YouTube, You will
provided with an opportunity to opt in to such additional offerings at that time.

a. YouTube Claims

After registering and creating your account, You will have the ability to upload/submit/deliver and thereby opt
in to AdRev’s service offering to identify claims against unauthorized individuals and/or entities who are using
and/or exploiting your User Submitted Content on YouTube (“YouTube Claims.”) By opting in to this service, You
agree and permit AdRev to negotiate and enter into settlements or agreements to license or otherwise monetize
those YouTube Claims (or to refrain from doing so) with such individuals and entities on your behalf on such
terms as we may elect in our sole discretion.

b. YouTube Licensing

After registering and creating your account, You will have the ability to upload/submit/deliver and thereby opt
in to AdRev’s service to negotiate and grant synchronization, master use, public performance, content
identification and management, and other licenses for the use of your User Submitted Content in videos on
YouTube, including use of your User Submitted Content added to videos through YouTube’s AudioSwap feature. By
opting in to this service, You agree and permit AdRev to do such things and grant such sublicenses as are
reasonably necessary or desirable to exploit the foregoing rights, including without limitation to grant YouTube
and its users the right to host, cache, route, index, transmit, store, copy, embed, stream, perform, communicate
to the public, display (including any lyrics), reformat, excerpt, analyze, synchronize (in timed relation or
otherwise), create derivative works (in the form of synchronized video), create metadata, algorithms and ID
files, search, catalog, edit or modify (for technical or operational purposes), sell advertising against,
deliver to any YouTube-related music service, and/or otherwise exploit, use and make the User Submitted Content
available on the internet, and from any other technical, communication or transmission protocols or platforms
now known or hereafter devised, discovered, or developed including, without limitation, mobile phones, tablets,
IPTV platforms and other devices. The terms of any resulting agreements shall be within AdRev’s sole discretion.

5. No Unlawful or Abusive Use of the Website or Services

You agree not to use the Website or Services for any unlawful, fraudulent, or abusive purpose. You may not
interfere or attempt to interfere with the appearance or operation of the Website or Services. You may not take
any action that imposes an unreasonable or disproportionately large load on the Website or its infrastructure.
You may not attempt, nor support others' attempts, to decrypt, reverse engineer, circumvent or otherwise alter
or interfere with the Website or any Content. AdRev has the right to interrupt, suspend, or terminate Services
if it suspects that You are engaging in unlawful, fraudulent, or abusive activity.

6. Relationship of Parties

No joint venture, partnership, employment, or agency exists between You and AdRev, and nothing in these Terms of
Service shall be construed as creating any joint venture, partnership, or employment relationship.

7. Account Information

In order to use the Services, You to register and create an account. You may create an account by following the
instructions provided on the Website. You shall protect any passwords and account information and take full
responsibility for your own, and any third party, use of any of your accounts. If You learn of any unauthorized
use of your password or account, contact AdRev immediately. If you are registering and creating an account on
behalf of an entity, then You represent and warrant that you are duly authorized to do on behalf of such entity
and that You have the legal authority to bind the entity to these Terms of Service.

8. Payment and Fees

If You choose to sign up for an account and use the Services, You agree to pay and be responsible for all
applicable charges and fees for such Services (“AdRev Fees”). You can view the current charges and fees
associated with the Services at http://cid.adrev.net/faq. To the fullest extent permitted by
law, fees paid to AdRev are non-refundable. In extraordinary circumstances, AdRev may consider refunding fees
paid to AdRev but is under no obligation to do so and any such refunds are at the discretion of AdRev. Nothing
in these Terms of Service obligates AdRev to extend credit to any party.

AdRev will pay You 80% of the net sums actually received by the Company from the exploitation of the rights granted by you herein.
Administrator covenants and agrees that the Company Share of the Ad Revenue from Manual Claims (other than the Company Share of the Ad Revenue
derived from standard automated claims) shall be paid at a rate of 70% (Seventy Percent) of the net revenue.
As used
herein, "Net Sums" shall mean gross monies that we earn, collect and actually receive, or which are credited to
our account, from YouTube less ContentID Fees and any taxes, tariffs or similar amounts that we may be legally
obliged to withhold or pay. AdRev shall have the right to rely on accounting, usage and other statements
received from our sublicensees (including without limitation YouTube Analytics) for all purposes hereunder. You
will be responsible for payment of all taxes assessed to you, and for all payments due to third parties (e.g.,
co-writers of Compositions if applicable, artists, producers, engineers or others who performed services in
connection with Recordings), and hereby agree to indemnify and hold us harmless from and against any sums for
which you are responsible.
If AdRev, YouTube or any of our other sublicensees receives a claim or otherwise reasonably suspects that any of
your User Submitted Content violates any applicable law or terms of service, or that video views or other
activity related to Your Channels or your account with us is attributable to misrepresentation, manipulation,
misconduct or similar deceptive or fraudulent practices (automated or otherwise), then in addition to any other
available rights and remedies we may withhold Net Sums otherwise payable to you in an amount reasonably
attributable to such conduct unless and until any and all claims or other conduct are favorably resolved to our
reasonable satisfaction. You will forfeit all amounts that we, YouTube, our other sublicensees reasonably
determine in our discretion are the result of any of the foregoing activity, or if so determined by a court or
administrative body.

Additionally, if AdRev in its reasonable discretion engages outside attorneys in connection with the evaluation,
investigation, enforcement or defense of such matter, then AdRev shall be entitled to offset its resulting
expenses by deducting $500 from your account with us (whether currently or in the future available) or charging
$500 (or any balance not deducted from your account) to any payment method then on file with us (e.g., PayPal,
credit or debit card). In addition to any other rights or remedies, we may in our discretion deduct or set-off
any amounts that you owe to us from any monies otherwise payable to you.

9. Accounting

AdRev will provide you statements as to Net Sums payable to you within 45 days after the end of each calendar
quarter during the Term, together with payment of any Net Sums due to you for the preceding calendar quarter.
The statements may be provided to You by email or otherwise made accessible through your account on the Website.
Unless you provide a specific objection to the statement within 60 days from the date of the statement, such
statements shall be binding and You waive any objections to the validity and accuracy of such statement. You
will be required to provide us with a Paypal or other account information to allow us to automatically remit
payment to your account when the balance reaches five U.S. Dollars or more.

10. User Submitted Content

Once you have registered and created an account, you will be able to upload/submit/deliver your music and/or
other works of authorship (“User Submitted Content”) to the Website. AdRev will not be able to return any User
Submitted Content.

You represent and warrant to us that: (i) you have the full right, power, and authority to act on behalf of any
and all owners of any right, title or interest in and to Your User Submitted Content, including all musical
compositions embodied in Your User Submitted Content, and that you are authorized to provide Your User Submitted
Content to us for the uses specified in this agreement and to enter into this agreement; (ii) you own or control
all of the necessary rights in Your User Submitted Content in order to make the grant of rights, licenses, and
permissions herein; (iii) the use or other exploitation of Your User Submitted Content by us, or by Licensees,
or by any customers of Licensees, all as contemplated and authorized by this agreement, will not infringe or
violate the rights of any third party, including any privacy rights, publicity rights, copyrights, contract
rights, or any other intellectual property or proprietary rights; (iv) no rights in or to any of Your User
Submitted Content have been assigned or otherwise provided to any third party that obtained exclusive rights;
and (v) no fees or payments of any kind shall be payable to any third party for the use of Your User Submitted
Content as contemplated by this agreement.

You may only submit User Submitted Content that you own or control the worldwide rights to, and only to the
extent of your own interest. You represent and warrant to us that (i) You own all intellectual property rights
in any User Submitted Content You submit to the Website or that You have the appropriate license rights from the
owner; (ii) that (a) own and control the underlying compositions, or (b) have secured a mechanical license
(whether compulsory or not) to all underlying compositions contained in the sound recordings which you upload
and/or provide to AdRev; and (iii) You have commercially released all sound recordings which you provide to
AdRev.

Unless otherwise specified herein, You shall obtain and pay for any necessary clearances and licenses in the
Territory for all Licensed Materials. Specifically, You shall be responsible for and timely pay (a) any
royalties and other income due to Labels, authors, co-authors, copyright owners, co-copyright owners, artists
(featured and non-featured), producers and other record royalty participants from sales or other uses of
Licensed Materials, (b) all mechanical royalties payable to publishers and/or authors or co-authors of
copyrighted musical compositions embodied in Licensed Materials from sales or other uses of Licensed Materials;
(c) all payments that may be required under collective bargaining agreements applicable to Label or third
parties other than AdRev, and any other royalties, fees and/or sums payable with respect to the Licensed
Materials, including without limitation, Label Content, artwork, metadata and other materials provided by You to
AdRev.

If AdRev provides a means for You to designate that your User Submitted Content is jointly owned such that You
are capable of specifying that you own a percentage less than a 100% interest in the copyright for the User
Submitted Content, then You may submit User Submitted Content for which you do not own the entire copyright
interest. In such instances, if there is a co-author or joint owner of the User Submitted Content, then you must
specify what percentage of the copyright you own in that song, and only your interest will be covered under
these terms. In addition, if your User Submitted Content is covered under an agreement with a music publisher or
administrator or with a record company, then You may not be able to submit to AdRev. If You enter into any such
agreement during the term, it will be subject to AdRev’s rights herein. AdRev recommends that You carefully
review any applicable agreements and consult with a lawyer to make sure that you can submit works to us without
violating those agreements or these Terms of Service.

However, if AdRev does not provide a means for You to designate that you own less than a 100% copyright interest
in the User Submitted Content, then you may only submit the User Submitted Content if you do, in fact, own a
100% copyright interest in the User Submitted Content. You grant AdRev a worldwide, perpetual, irrevocable,
royalty-free, transferable right and license to use, copy, modify, adapt, publish, translate, create derivative
works, and distribute such User Submitted Content. However, You keep full ownership interest in the intellectual
property rights of your User Submitted Content.

11. Representations and Warranties

You represent and warrant to us that (a) all information, data and materials that you provide to us are accurate
and complete, including without limitation your stated percentage copyright interest in the User Submitted
Content and your ownership or control of Your Channels, and You will update the same during the Term so as to
remain accurate and complete; (b) the User Submitted Content and Your Channels do not infringe upon any rights
of any third party or violates any applicable law or terms of service; (c) any sale, assignment, transfer,
mortgage or licensing or other grant of rights in or to your interest in any of the User Submitted Content shall
be subject to AdRev’s rights under these Terms of Service; (d) there is no existing agreement, and You will not
enter into any agreement or perform any act, that materially interferes or is inconsistent with the rights
granted to AdRev under these Terms of Service; (e) the User Submitted Content and Your Channels are and shall be
free from any adverse claims, liens or encumbrances of any kind by any person or entity; (f) you will not join
or become party to any class action against AdRev involving the Website or Services; and (g) You have had the
opportunity to consult with independent legal counsel in connection with these Terms; and (h) You will not
upload/submit/deliver (i) unlicensed remixes, (ii) sound recordings that have ever been available to end users
under a Creative Common license, or (iii) sound recordings that are comprised of Apple Loops of content you
obtained under a Creative Commons license.

12. Exclusivity and Territory

You grant to AdRev the sole and exclusive rights during the Term and in the Territory to administer, collect and
otherwise exploit 100% of your worldwide right, title and interest in and to the User Submitted Content that you
submit.

The territory of the rights granted to us (“Territory”) is worldwide as to all User Submitted Content
unless (i) we allow you to specify otherwise, and (ii) you specify otherwise during the submission process.

13. IP Ownership and Notices

AdRev disclaims any liability for any third party content submitted to, or posted on, the Website. If You
believe
that any materials on the Website infringe your copyright, trademark, or other intellectual property
right,
please send a written notification of your claim to AdRev at the following mailing or email address:

To provide effective notification, please provide the following information:

An electronic or physical signature of a person authorized to act on behalf of the owner of the
intellectual
property right that is allegedly being infringed;

A description of the copyrighted work, trademark, or other intellectual property right that is
allegedly
being infringed;

The location of the allegedly infringing material on the Website;

Your name, address, email address, and telephone number;

The following statement: “I have a good faith believe that the use of the material is not authorized
by the
intellectual property owner”;

A statement under penalty of perjury that the information in the notification is accurate and that
You are
the owner of the intellectual property right or that You are authorized to act on behalf of the
intellectual
property right owner.

14. Links to Other Sites

The Website may contain links to third party websites. These links are provided solely as a convenience to You
and not as an endorsement by AdRev of the contents, products, services, or business practices of such third
party websites. AdRev is not responsible for the content, products, services, or business practices of linked
third party websites and does not make any representations regarding the content, products, services, or
business practices of such third party websites. If You decide to access and/or use linked third party websites,
You do so at your own risk. You are responsible for taking precautions as necessary to protect yourself and your
computer system from viruses, worms, Trojan horses, and other harmful or destructive content.

15. Disclaimer of Warranties

THE WEBSITE AND SERVICES ARE PROVIDED “AS IS” AND WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED. TO
THE FULLEST EXTENT PERMISSIBLE PURSUANT TO APPLICABLE LAW, ADREV DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED,
INCLUDING WITHOUT LIMITATION THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE,
AND NON-INFRINGEMENT. ADREV DOES NOT WARRANT THAT THE WEBSITE OR SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE,
THAT DEFECTS WILL BE CORRECTED, OR THAT THE WEBSITE OR SERVICES OR THE SERVERS THAT MAKE THEM AVAILABLE ARE FREE
OF VIRUSES OR OTHER HARMFUL COMPONENTS. ADREV DOES NOT WARRANT OR MAKE ANY REPRESENTATIONS REGARDING THE USE OR
THE RESULTS OF THE USE OF THE WEBSITE OR SERVICES IN TERMS OF CORRECTNESS, ACCURACY, RELIABILITY, OR OTHERWISE.
YOU ASSUME ALL RISK FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR LOSS OF DATA THAT RESULTS FROM USE OF THE WEBSITE
OR SERVICES, INCLUDING ANY DAMAGES RESULTING FROM COMPUTER VIRUSES. ADREV DOES NOT AUTHORIZE ANYONE TO MAKE ANY
WARRANTIES ON ITS BEHALF, AND YOU SHOULD NOT RELY ON ANY WARRANTIES MADE BY THIRD PARTIES. APPLICABLE LAW MAY
NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES, SO THE ABOVE EXCLUSION MAY NOT APPLY TO YOU.

16. Limitation of Liability

NEITHER ADREV NOR ANY OTHER PARTY INVOLVED IN CREATING OR DELIVERING THE WEBSITE OR SERVICES SHALL BE LIABLE FOR
ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE, CONSEQUENTIAL, OR EXEMPLARY DAMAGES ARISING OUT OF OR IN
CONNECTION WITH ANY USE OF, OR INABILITY TO USE, THE WEBSITE OR SERVICES. YOU ALSO AGREE THAT YOUR RIGHTS AND
REMEDIES WILL BE LIMITED TO DAMAGES IN AN ACTION AT LAW.

THE FOREGOING LIMITATION APPLIES REGARDLESS OF THE NATURE OF THE CAUSE OF ACTION (WHETHER BREACH OF CONTRACT OR
TORT, INCLUDING NEGLIGENCE) AND EVEN IF ADREV HAS PREVIOUSLY BEEN ADVISED OF, OR REASONABLY COULD HAVE FORESEEN,
THE POSSIBILITY OF SUCH DAMAGE OR LOSS.

THE FOREGOING LIMITATION APPLIES TO ALL DAMAGES ARISING OUT OF OR IN CONNECTION WITH ANY USE OF, OR INABILITY TO
USE, THE WEBSITE OR SERVICES, INCLUDING BUT NOT LIMITED TO: (I) ERRORS, MISTAKES, OR
INACCURACIES; (II) PERSONAL INJURY OR PROPERTY DAMAGE; (III) ANY UNAUTHORIZED ACCESS TO OR USE OF OUR SECURE
SERVERS, INCLUDING ANY PERSONAL OR FINANCIAL INFORMATION STORED THEREIN; (IV) ANY BUGS, VIRUSES, TROJAN HORSES,
OR THE LIKE THAT MAY BE TRANSMITTED THROUGH THE WEBSITE OR SERVICES; AND/OR (V) ANY SERVICES PROVIDED BY THIRD
PARTY SERVICE PROVIDERS.

TO THE EXTENT THAT ANY JURISDICTION DOES NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL
DAMAGES, THE ABOVE LIMITATION SHALL APPLY TO THE EXTENT PERMISSIBLE UNDER APPLICABLE LAW.

ADREV’S AGGREGATE LIABILITY TO YOU IN ANY CIRCUMSTANCE IS LIMITED TO EITHER THE AMOUNT PAID BY YOU TO ADREV OR
$100, WHICHEVER IS LOWER.

17. Indemnification

You agree to defend, indemnify, and hold harmless AdRev, its licensors, licensees, distributors, agents,
representatives and other authorized users, and all of the foregoing entities' respective officers, directors,
owners, employees, agents, representatives, and assigns from and against any and all claims, damages,
obligations, losses, liabilities, costs, attorneys’ fees, and expenses arising out of or in connection with (i)
your use of the Services or Website, (ii) your violation of the Terms of Service, (iii) any services provided by
Third Party Service Providers to You, (iv) your violation of any third party right, including, but not limited
to, copyright, trademark, or privacy right, and (v) any submission by You that causes damage to a third
party.

You shall cooperate as fully as reasonably required in the defense of any claim. AdRev reserves the right to
assume the exclusive defense and control of any matter otherwise subject to indemnification by You. You shall
not enter into any settlement agreement that affects the rights of AdRev without AdRev’s prior written
approval.

Pending the determination of any claim subject to indemnification under this provision, AdRev may withhold any
sums due to you in an amount reasonably related to such claim. If no lawsuit is filed within 18 months of our
receipt of a notice of a potential third party claim, AdRev shall release monies held pursuant to this
provision, provided however, that AdRev may, in its sole discretion, continue to hold such sums if there is an
ongoing settlement negotiation or if there is an indication that a suit may be brought imminently.

18. Representation of Age and Ability to Accept Terms of Service

You affirm that You are either more than 18 years of age, or an emancipated minor, or possess legal parental or
guardian consent, and are fully able and competent to enter into, abide by, and comply with the terms and
obligations provided in these Terms of Service.

In any event, You affirm that You are over the age of 13, as the Website and Services are not intended for
children under 13. If You are under 13 years of age, then please do not use the Website or Services.

19. Amendment of Terms of Service, Term, and Termination

AdRev may need to amend these Terms of Service from time to time. When AdRev amends these Terms of Service, we
may or may not notify You. Your continued use of the Service shall be deemed acceptance of such Amended Terms of
Service.

The term of our Services (the “Term”) will begin on the date that you first register and create an account and
shall continue for a period of one year. The Term will automatically renew for additional consecutive one year
periods unless and until either party provides the other with at least 60 days prior written notice of its
desire to terminate.

Notwithstanding the foregoing, AdRev may, in its sole discretion, terminate or suspend your access or refuse
service at any time, without notice, to all or any part of the Website or Services for any or no reason,
including, but not limited to, breach of these Terms of Service.

20. Assignment

These Terms of Service may not be assigned by You without the prior written approval of AdRev. AdRev may assign
these Terms of Service without your consent.

21. Severability

If any provision of these Terms of Service is deemed invalid or unenforceable under any statute, regulation,
ordinance, or by a court of competent jurisdiction, then such provision shall be deemed reformed or deleted but
only to the extent necessary to comply with such statute, regulation, ordinance, or court, and the remaining
provisions shall remain in full force and effect.

22. No Waiver

The failure of AdRev to enforce any right or provision in these Terms of Service shall not constitute a waiver of
such right or provision unless agreed to in writing by AdRev. In addition, AdRev’s waiver of any breach of this
Agreement by You will not be a waiver of any other prior or subsequent breach.

23. No Integration

These Terms of Service constitute the complete and final expression of the entire and only understanding between
You and AdRev relating to the subject matter of this agreement and supersedes any prior written or oral
representations.

24. Governing Law and Venue

These Terms of Service shall be governed by the laws of the State of California, without respect to its conflict
of laws principles. Any claim or dispute between You and AdRev that arises in whole or in part from your use of
the Website or Services shall be decided exclusively by a court of competent jurisdiction located within Los
Angeles County, California or by the United States District Court for the Central District of California, and
You agree to the personal jurisdiction of such courts.

25. Opportunity to Cure

AdRev shall not be deemed to be in breach of any of its obligations hereunder unless we receive specific written
notice from You via FedEx or registered or certified mail (return receipt requested) of an alleged breach and
AdRev fails to cure such breach, if any, within 30 days following our receipt of such written notice.

26. Mediation and Arbitration

Before initiating a lawsuit in state or federal court or a proceeding with any administrative agency, the parties
agree to first mediate any disputes, controversies, or claims in connection with or arising out of the Website,
Services, or these Terms of Services. If mediation does not resolve the dispute, the parties agree that any
disputes, controversies, or claims in connection with or arising out of the Website, Services, or these Terms of
Services shall then be determined by binding arbitration in Los Angeles, California before a single arbitrator
who is a member of the American Arbitration Association.

27. Service of Process

You agree that AdRev may effectuate service of process on You relating to any claim, action, lawsuit, or other
proceeding by serving you at either the mailing address or email that you provided upon the registration and
creation of your account or as updated thereafter. Such service shall be deemed to have the same force and
effect as personal service.